The focus of this project is three-fold: (1) to characterize uptake and intracellular processing of unmodified and modified oligonucleotides; (2) to utilize antisense and antigene technology in several in vitro model systems to identify critical events in cell proliferation/viral replication; and (3) to study the efficacy of antisense and antigene reagents as in vivo modulators of gene expression. (l) We have characterized the uptake of modified oligos as an energy-dependent, endocytic process, mediated by at least one cell surface-binding protein. We have devised a novel technique to study olig uptake, intracellular localization, and association with protein and nucleic acids. This non- invasive technique will permit subcellular localization over time of an internalized oligo. (2) We have confirmed that c-myc inhibition is cytostatic for normal and malignant lymphoid cells and some Burkitt lymphoma cells can be specifically growth-arrested in vitro with a novel c-myc antisense. We have confirmed that N-myc inhibition leads to reduction in growth secondary to alteration in differentiative status of neuroectoderm-derived cell lines. (3) We have demonstrated that c-myc antisense is particularly effective against several solid tumors, including human and rat glioblastoma. In solid tumors, the c-myc antisense oligonucleotide has, in addition to its antisense effects, a sequence-specific, non-antisense mediated, effect on cellular attachment to extracellular matrix. (4) We have identified sequences capable of specifically inhibiting bcr-abl tyrosine kinase and other tyrosine kinases via direct interaction with the proteins. (5) We have been able to demonstrate significant prolongation of animal survival following injection of tumor cells treated with antisense to c-myc. At the same time such antisense treatment has no effect on normal bone marrow cells.